TIDM55AD

RNS Number : 6575Y

Sky Limited

08 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES

May 8, 2023

Sky Limited - Results of Tender Offer for Any and All of its Outstanding U.S.$1,250,000,000 3.750 per cent. Senior Unsecured Notes due 2024

Sky Limited (the "Company" or "Sky"), a subsidiary of Comcast Corporation, today announces the results, as of 5:00 p.m., New York City time, on May 5, 2023 (the "Expiration Time"), of its previously announced cash tender offer for its outstanding U.S.$1,250,000,000 3.750% Senior Unsecured Notes due 2024 (the "Notes"). The cash tender offer was announced on May 1, 2023 and was made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery, each dated May 1, 2023 (the "Tender Offer Documents"). The following table presents the aggregate principal amount of the Notes tendered and not validly withdrawn as of the Expiration Time and the aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

 
 
 
 
 
                                                                                    Principal 
                                                                 Principal       Amount Tendered   Aggregate Principal 
                                                              Amount Tendered       pursuant        Amount Outstanding 
                                                              as of Expiration    to Guaranteed      from Settlement 
   Title of Security           CUSIP       Consideration(1)       Time(2)           Delivery             Date (3) 
------------------------  ---------------  ----------------  -----------------  ----------------  -------------------- 
   3.750% Senior 
    Unsecured 
    Notes due 2024 
    issued by Sky            111013AL2 
    Limited..              and G15632AP0       $988.45         $755,181,000        $6,533,000         $488,286,000

(1) Per $1,000 principal amount of Notes validly tendered before the Expiration Time (as defined above), not validly withdrawn and accepted for purchase. In addition to the applicable consideration, all holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the last interest payment date up to, but excluding, the Settlement Date (as defined below).

(2) Does not include the principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

(3) After deducting (i) the principal amount tendered as of the Expiration Time and (ii) the principal amount tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, assuming such Notes are validly delivered at or prior to 5:00 p.m., New York City time, on the Guaranteed Delivery Date (as defined below).

Sky has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. Holders whose Notes have been accepted for purchase will also receive accrued and unpaid interest on the purchased Notes from, and including, the last interest payment date up to, but excluding, the Settlement Date (as defined below). The Company also intends to accept all Notes validly tendered and delivered by no later than 5:00 p.m., New York City time, on May 9, 2023 (the "Guaranteed Delivery Date") pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. The Company will not accept any further tenders.

The settlement date for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time is expected to be May 10, 2023 (the "Settlement Date"). Sky intends to fund the purchase of the Notes with cash on hand.

Deutsche Bank Securities Inc. and TD Securities (USA) LLC served as Joint Dealer Managers for the tender offer.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offer was made only by, and pursuant to the terms of, the Tender Offer Documents. The tender offer was not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer was made by the Joint Dealer Managers on behalf of the Company. None of the Company, the Tender and Information Agent or the Joint Dealer Managers, nor any of their affiliates, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offer.

About Sky Limited

Sky is a subsidiary of Comcast Corporation. Sky's principal executive office is located at Grant Way, Isleworth, Middlesex TW7 5QD United Kingdom. Sky's telephone number is +44 0333 100 0333.

Further Information

This announcement is released by the Company and contains information that qualified or may have qualified as inside information within the meaning of Article 7(1) of Regulation (EU) 596/2014 ("MAR") and Article 7(1) of MAR as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("UK MAR"), encompassing information relating to the tender offer described above. For the purposes of MAR and UK MAR and the Implementing Technical Standards, this announcement is made by the directors of Sky Limited.

Legal Entity Identifier

   Sky Limited    2138003TS48MQKF4BZ29

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May 09, 2023 02:00 ET (06:00 GMT)

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